HomeMy WebLinkAbout2009-296
RESOLUTION NO. 2009-296
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $116,000
WITH THREE (3) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO FAIRVIEW
FORD SALES INCORPORATED OF SAN BERNARDINO FOR SPECIFIC FORD
PARTS AND SUPPLIES TO SUPPORT THE CITY'S LIGHT AND HEAVY VEHICLE
FLEET.
6 WHEREAS, Fairview Ford Sales Incorporated is the only authorized dealership
7 for Ford parts in the City of San Bernardino.
8 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
9 OF SAN BERNARDINO AS FOLLOWS:
10 SECTION 1. The City Manager of the City of San Bernardino is hereby
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17 designee is hereby authorized to issue an Annual Purchase Order to Fairview Ford
authorized to execute on behalf of said City an Agreement between the City of San
Bernardino and Fairview Ford Sales Incorporated, a copy of which is attached hereto,
marked as Exhibit "A", and incorporated herein by this reference as fully set forth at
length.
SECTION 2. That pursuant to this determination the Director of Finance or her
18 Sales Incorporated for a total amount not to exceed $116,000.
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SECTION 3. The Purchase Order shall reference this Resolution Number and
shall read, "Fairview Ford Sales Incorporated for Ford manufactured parts and service.
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Agreement not to exceed $116,000 for FY 09-10" and shall incorporate the terms and
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conditions of the agreement.
SECTION 4. That this purchase is exempt from the formal contract procedures
of Section 3.04.010 of the Municipal Code, pursuant to Section 3.040.010 B.3 of said
26 Code, "Purchases approved by the Mayor and Common Council".
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2009-296
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $116,000
2 WITH THREE (3) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO FAIRVIEW
FORD SALES INCORPORATED OF SAN BERNARDINO FOR SPECIFIC FORD
PARTS AND SUPPLIES TO SUPPORT THE CITY'S LIGHT AND HEAVY VEHICLE
FLEET.
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SECTION 5. The authorization to execute the above referenced Annual
Purchase Order and Agreement is rescinded if it is not executed by both parties within
sixty (60) days of the passage of this resolution.
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2009-296
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
Mayor and Common Council of the City of San Bernardino at a joint regular
Council Members: AYES NAYS ABSTAIN ABSENT
ESTRADA x
BAXTER x
BRINKER x
x
SHORETT
KELLEY x
JOHNSON x
x
MCCAMMACK
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The foregoing resolution
August ,2009.
7 meeting thereof, held on the 17th day of August
8 following vote, to wit:
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Approved as to Form:
~~ .f~0/Y'~
ames F. Penman
28 City Attorney
, 2009, by the
QduJ.f.:J. U~
'--
Rachel G. Clark, City Clerk
I <T-rj:t
is hereby approved this () day of
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tr k J. Morris, Mayor
City of San Bernardino
2009-296
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 17th day of August 2009, by and
between Fairview Ford Sales Incorporated ("VENDOR") and the City of San Bernardino
("CITY" or "San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for specific Ford manufactured parts and
services for the City's light and heavy vehicles; and
WHEREAS, the Vendor is the only authorized local dealer to provide said services to
City; and,
WHEREAS, this new Agreement supersedes all previous Agreements with the vendor;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated III Section 2, San Bernardino hereby engages the
services of VENDOR to provide specific Ford manufactured parts and services for the City's
light and heavy vehicles. Pricing is dealer cost plus 10 percent. All pricing is based on the
current Ford Motor Company price list in effect at the time of purchase as per Attachment 1, a
copy of which is attached hereto as Attachment "1" and incorporated by this reference.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR, up to the amount of $116,000.00 for specific Ford manufactured
parts and service for the City's light and heavy vehicles.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
Exhibit "A"
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2009-296
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3. TERM; TERMINATION.
The term of this agreement shall be from August 17, 2009 through June 30, 2010, with
three (3) one-year extensions at the City's option. Option year one, if exercised, shall be
effective July 1, 2010 through June 30, 2011. Option year two, if exercised, shall be effective
July 1, 2011 through June 30, 2012. Option year three, if exercised, shall be effective July 1,
2012 through June 30, 2013.
This Agreement may be terminated at any time by thirty (30) days prior written notice
by either party. The terms of this Agreement shall remain in force unless amended by written
agreement of the parties executed on or before date of expiration of current term of the
agreement.
4. WARRANTY
Vendor expressly warrants that all products and services supplied to City by Vendor under
this Agreement shall conform to the specifications, drawings or other description upon which
this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, of
good material and workmanship, free from defects and fee and clear of all liens or
encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect
Vendor's obligations under this warranty, and such warranty shall survive inspection, testing,
acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or
services not conforming to the foregoing warranty without expense to the City, when notified
of such non-conformity by City. If Vendor fails to correct the defects in or replace non-
conforming goods or services promptly, City may, after reasonable notice to Vendor, make
such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for
purposes of this section shall not be deemed to require more than 60 calendars days notice
Exhibit "A"
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before commencement of eiTorts by the City to effect cover or a cure except upon written
agreement of the Parties.
5. INDEMNITY.
Vendor agrees to and shall indemnity and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of service under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omiSSIOns. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
6. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
additional named insured in each policy of insurance provided hereunder. The Certificate of
Exhibit "A"
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Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
termination in the policy.
7. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law.
8. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
10. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
Exhibit "A"
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2009-296
TO THE CITY:
Public Services Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
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TO THE VENDOR:
Fairview Ford Sales Incorporated
PO Box 5516
San Bernardino, CA 92412
Telephone: (909) 386-0281
Contact: Craig Stan Macklin
ATTORNEYS' FEES.
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In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
fees" for the purposes ofthis paragraph.
12. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law aSSign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement.
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Exhibit "A"
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13. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
14. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
15. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this Agreement
and their respective heirs, representatives, successors, and assigns.
16. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provisIOns.
17. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or ofthe offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
Exhibit "A"
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2009-296
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
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Exhibit "A"
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2009-296
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VENDOR SERVICE AGREEMENT
FAIRVIEW FORD SALES INCORPORATED
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
date set forth below.
Dated: J- ,/-(9 r ,2009
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VENDOR.
By: bEm ~7rl-~
,2009
Dated
Approved as to Form:
-~"1/'~
Exhibit "A"
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2009-296
ATTACHMIiNT "1"
Fahview Ford Sales, Inc.
P.O. Box 5516
SAN BERNARDINO, CALIF. 92412
Telephone (909) 884-9261
.Em11
August 12,2009
City of San Bernardino
182 South Sierra Way
San Bernardino, CA 92408
Re: Parts Pricing Structure for the City of San Bernardino
To Whom It May Concern:
Outlined below is your current pricing structure for parts purchased from Fairview Ford's parts
department.
As of January 2009, we changed your discount from list less 25% to dealer cost plus 10% in order to
comply with your request for an additional 5% discount. Previously you were receiving a 25% discount
off of Dealer List price.
As an example, a part purchased from our parts department with a list price of $16.00 would be
discounted as follows:
Ford List
16.00
Dealer Cost
10.00
List -25%
12.00
Cost +10%
11.00
As shown in the example above your new discount schedule e)(ceeds the additional 5% discount called
for in the request. Pricing is subject to change in accordance with the current Ford Motor Company
Price List. Ford Motor Company adjusts their price list on a quarterly basis. All pricing is based on the
current price list in effect at the time of purchase.
We value your business and we look forward to continuing to serving your Ford Lincoln/Mercury parts
needs. If you have any questions you may contact us at the phone number listed above. Or, if you
prefer, you may contact us via email atparts@fairviewford.com.
Thank You for your Business,
Sincerely,
~~PAV
Don Barman, Parts Manager
Fairview Ford Parts Department